Quarterly report pursuant to Section 13 or 15(d)

STOCK OPTIONS AND WARRANTS

v3.23.2
STOCK OPTIONS AND WARRANTS
6 Months Ended
Jun. 30, 2023
Disclosure Text Block [Abstract]  
STOCK OPTIONS AND WARRANTS
NOTE G – STOCK OPTIONS AND WARRANTS
 

2020 Equity Incentive Plan

As of June 30, 2023, there were 212,881 shares available for future option grants under the 2020 Equity Incentive Plan, as amended (the “2020 Plan”).
During the three and six months ended June 30, 2023, the Company granted stock options for the purchase of a total of 2,016,453 and 2,141,453, respectively, and granted stock options for the purchase of a total of 1,403,728 and 1,688,728 and for the three and six months ended June 30, 2022, respectively, in shares of common stock under the 2020 Plan to employees and directors. The options issued in the first six months of 2023 have a five-year term, and an exercise price ranging from $0.75 to $1.39 per share and will vest over varying periods. The options issued in the first six months of 2022 have a five-year term, and an exercise price ranging from $3.90 to $4.70 per share and will vest over varying periods.
 

For the three months ended June 30, 2023 and June 30, 2022, the Company recognized stock compensation expenses related to stock option awards of $0.7 million and $0.5 million, respectively, and $1.3 million and $0.8 million for the six months ended June 30, 2023 and June 30, 2022, respectively. The Company recognizes all stock-based compensation in general and administrative expenses in the accompanying
condensed
consolidated statements of operations. As of June 30, 2023, there was approximately $1.2 million of unrecognized compensation cost related to service-based option awards that will be recognized over the remaining service period of approximately 1.5 years, and there was approximately $0.7 million of unrecognized compensation cost related to market-based stock option awards that will be recognized over the remaining derived service period of 1.6 years.

The Company previously granted stock options that were not issued under the 2010 Equity Incentive Plan or 2020 Plan. All of such options that were issued outside of the 2010 and 2020 Plans are fully vested, and include 16 million options that were awarded to two of GCEH’s executive officers had a market capitalization vesting arrangement, 500,000 options were issued to a consultant that had a transaction success arrangement, and 1,175,714 options were awarded to an executive officer that had a merit arrangement and 200,000 options were issued to two directors that were time-based. Option awards outstanding at June 30, 2023 include 50,000, 17,795,714 and 6,535,321 options under the 2010 Equity Incentive Plan, the non-plan and the 2020 Plan, respectively. There have been no awards outside the 2020 Equity Incentive Plan since the inception of the 2020 Equity Incentive Plan in April 2020.

The following tables show option award activity for service based options for the six months ended June 30, 2
02
3 and June 30, 2022:


 
 
Shares Under
Option
 
 
Weighted
Average

Exercise Price
 
 
Weighted
Average
Remaining
Contractual Life
(Years)
 
 
Aggregate Intrinsic
Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at December 31, 2022
 
 
21,551,576
 
 
$
0.63
 
 
 
1.45
 
 
$
17,347,879
 
 
 
 
Granted
 
 
1,666,453
 
 
 
0.50
 
 
 
-
 
Exercised
 
 
(55,200
)
 
 
0.12
 
 
 
3,727
 
Forfeited
 
 
(162,435
)
 
 
1.46
 
 
 
-
 
Expired
 
 
(203,511
)
 
 
1.92
 
 
 
 
 
 
Outstanding at June 30, 2023
 
 
22,796,883
 
 
$
0.62
 
 
 
1.37
 
 
$
15,180,980
 
 
 
 
Vested and expected to vest at June 30, 2023
 
 
22,796,883
 
 
$
0.62
 
 
 
1.37
 
 
$
15,180,980
 

 
 
Shares Under
Option
 
 
Weighted
Average
Exercise Price
 
 
Weighted
Average
Remaining
Contractual Life
(Years)
 
 
Aggregate Intrinsic
Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at December 31, 2021
 
 
19,547,520
 
 
$
0.36
 
 
 
2.11
 
 
$
87,636,744
 
 
 
 
Granted
 
 
1,688,728
 
 
 
3.76
 
 
 
-
 
Exercised
 
 
(320,916
)
 
 
0.41
 
 
 
1,202,500
 
Forfeited
 
 
(2,865
)
 
 
4.21
 
 
 
-
 
Expired
 
 
-
 
 
 
-
 
 
 
-
 
 
 
 
Outstanding at June 30, 2022
 
 
20,912,467
 
 
$
0.63
 
 
 
1.85
 
 
$
43,341,114
 
 
 
 
Vested and expected to vest at June 30, 2022
 
 
20,912,467
 
 
$
0.63
 
 
 
1.85
 
 
$
43,341,114
 
 


The following tables show the status of the Company’s non-vested stock options for the six months ended June 30, 2023 and June 30, 2022:

 

 
 
Shares Under Option
 
 
Weighted Average Grant
Date Fair Value
 
 
 
 
 
 
 
 
Non-vested at December 31, 2022
 
 
1,989,945
 
 
$
1.78
 
 
 
 
Granted
 
 
2,141,453
 
 
 
3.24
 
Vested
 
 
(275,631
)
 
 
1.70
 
Forfeited
 
 
(162,435
)
 
 
1.47
 
 
 
 
Non-vested at June 30, 2023
 
 
3,693,332
 
 
$
2.95
 
 
 
Shares Under Option
 
 
Weighted Average Grant
Date Fair Value
 
 
 
 
 
 
 
 
Non-vested at December 31, 2021
 
 
518,764
 
 
$
3.00
 
 
 
 
 
 
 
 
Granted
 
 
1,973,942
 
 
 
3.76
 
Vested
 
 
(507,925
)
 
 
2.61
 
Forfeited
 
 
(2,865
)
 
 
4.21
 
 
 
 
 
 
 
 
Non-vested at June 30, 2022
 
 
1,981,916
 
 
$
3.75
 
The following table shows options award activity for market based options for the six months ended June 30, 2023:


 
 
Shares Under
Option
 
 
Weig
ht
ed
Average
Exercise Price
 
 
Weighted
Average
Remaining
Contractual Life
(Years)
 
 
Aggregate Intrinsic
Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at December 31, 2022
 
 
600,000
 
 
$
2.14
 
 
 
0.00
 
 
$
1,286,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Granted
 
 
-
 
 
 
-
 
 
 
-
 
Exercised
 
 
-
 
 
 
-
 
 
 
 
 
 
-
 
Forfeited
 
 
-
 
 
 
-
 
 
 
 
 
 
-
 
Expired
 
 
-
 
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at June 30, 2023
 
 
600,000
 
 
$
2.14
 
 
 
2.01
 
 
$
1,286,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Vested and expected to vest at June 30, 2023
 
 
600,000
 
 
$
2.14
 
 
 
2.01
 
 
$
1,286,000
 
 

The fair value of stock option grants with only continued service conditions for vesting is estimated on the grant date using a Black-Scholes option pricing model. The following table illustrates the assumptions used in estimating the fair value of options granted during the six months ended June 30, 2023 and June 30, 2022:

 

June 30, 2023
 
 
June 30, 2022
 
Expected Term (in Years)
 
 
3.2
 
 
 
3.8
 
Volatility
 
 
87.67
%
 
 
84.17
%
Risk Free Rate
 
 
3.83
%
 
 
2.53
%
Dividend Yield
 
 
0
 
 
 
0
 
Aggregate Grant Date Fair Value
 
$
0.50
 
 
$
2.20
 

During the three months ended June 30, 2023, the Company issued
475,000
performance based options to an executive officer and as of June 30, 2023 determined that the vesting of such options was not probable to occur. Therefore, the Company has not recognized any expense in the period related to these performance based options and the
475,000
performance based options remain outstanding and non-vested as of June 30, 2023.
 

Stock Purchase Warrants and Call Option

In January 2023, under Amendment No. 10 of the Senior Credit Agreement, we agreed to issue warrants to our Senior Lenders to purchase up to
15,000,000 shares of the Company’s common stock, exercisable until December 23, 2028 at an exercise price of $0.075 per share. During the three months ended
June
3
0
, 2023, the Company issued 10,875,000 warrants for funds drawn under Amendment No.
10, Amendment No. 11 and Amendment No. 12.
If these warrants are exercised for cash, the Company will receive
an additional
$0.8 million.
During the six months ended
June
30
, 2023, the Company issued 19,125,000 warrants under the same terms for additional funds drawn  
under Amendment No. 10, Amendment No. 11 and Amendment No. 12. If these warrants are exercised for cash, the Company will receive
$1.4 million. The Company valued this consideration, using the Black-Scholes option pricing model with the following assumptions:


Expected Term (in Years)
 
 
5.8
 
GCEH Warrant Volatility
 
 
123
%
Risk Free Rate
 
 
3.73
%
Dividend Yield
 
 
0
%

Subsequent to June 30, 2023, the Company entered into Amendment No. 13 of the Senior Credit Agreement whereby the previously issued warrants to the Senior Credit Agreement lenders were canceled and reissued as new warrants to purchase up to
10,875,000
shares of the Company’s common
sto
ck, exercisable until December 23, 2028. The newly issued warrants have the same terms as the previously issued warrants. See Note J - Subsequent Events for further information.